Practice/Industry Group Overview
Every public company confronts the challenge of complying with a myriad of federal and state regulatory schemes and listing standards. Duane Morris corporate attorneys offer clients assistance in all aspects of regulatory, statutory and other legal mandates while providing practical, creative and focused legal counsel. We provide assistance with corporate structure and organization, corporate governance, transaction structuring and negotiation, as well as advice on day-to-day operations.
We represent public companies in all stages of development, including established businesses, start-up and emerging businesses, companies going public and public companies going private. Our clients range from local and regional businesses to large multinational corporations and are engaged in the full spectrum of business enterprises, from manufacturing and retailing, service companies, healthcare organizations, financial institutions and investment banking firms to high-tech companies, real estate firms and professional services firms. We regularly represent companies in virtually every type of transaction and contractual matter. Our attorneys are well-versed in the regulatory intricacies administered by many federal and state agencies.
Our corporate attorneys in U.S. major markets and in London have the ability to create multidisciplinary teams customized to clients' needs comprised of lawyers skilled in areas ranging from tax and bankruptcy, to intellectual property and real estate, to labor, benefits, executive compensation, environmental law and, of course, litigation.
Duane Morris' corporate attorneys share our clients' entrepreneurial focus and provide strategic counsel aimed at facilitating our clients' profitable operation and growth. We tailor our services for public companies to be tightly aligned with the business strategies and goals of our clients in today's highly competitive and ever evolving environment.
Duane Morris corporate attorneys assist public companies with corporate governance issues, representing boards of directors, board committees, special committees, audit committees, individual directors, CEOs and other executives, and investors. We advise officers and directors and board committees, including audit committees, on all aspects of compliance with the Sarbanes-Oxley Act. We provide guidance on audit, compensation, nominating and other board committee obligations. We also share best practices, and develop charters for these committees.
We have experience with issues relating to multiple classes of stock with differing voting rights, state law anti-takeover provisions, stockholder rights plans, and interested directors and the use of independent director committees. We advise boards, individual directors and corporate executives regularly on their fiduciary duties and on disclosure and reporting requirements. We assist in developing and implementing codes of conduct, ethics policies and related programs and training to prevent and detect violations of the law. We have also conducted internal investigations for clients.
In addition to advising clients in the United States, our corporate attorneys advise clients based in the United Kingdom, including affiliates of U.S. clients, on corporate governance matters in the UK. We also counsel clients based in the UK and elsewhere outside the U.S. on corporate governance matters affecting their U.S. affiliates and operations.
Disclosure and SEC Services
Our corporate attorneys counsel management and boards of directors on corporate and securities law issues and guide public companies through the maze of exchange and SEC-mandated disclosure and reporting matters. We assist clients on matters relating to timely and prudent disclosure of material corporate developments, Regulation FD, compliance with Section 16 reporting, the preparation of periodic reports required under the Securities Exchange Act, listing of securities on national securities exchanges or NASDAQ, satisfaction of the requirements of Rule 144 relating to the disposition of restricted securities and assisting audit and compensation committees in complying with the requirements of the SEC, national securities exchanges and NASDAQ.
We are experienced at counseling directors and officers on issues of fiduciary duty and their obligations when purchasing or selling company securities. Our attorneys advise public companies with respect to the structuring and conduct of going-private transactions, including acquisitions of minority interests by controlling shareholders and management buyouts. We also assist in SEC enforcement matters and special investigations as well as internal investigations and SEC no-action letters and exemptive applications.
In addition to the above, our corporate practice assists public companies in preparing or reviewing filings under the Securities Exchange Act of 1934 (such as 10-Ks, 10-Qs and proxy statements); understanding and complying with the Sarbanes-Oxley Act, Delaware and other state laws; reviewing press releases, annual and quarterly reports and other public disclosures. Our attorneys represent clients in proceedings before the Securities and Exchange Commission, the National Association of Securities Dealers, state securities commissions and other regulatory bodies.
Duane Morris attorneys represent both issuers and underwriters in all types of public offerings, including PIPEs and Rule 144 transactions. We are experienced with initial and secondary debt and equity offerings, including selling shareholder secondary offerings, exchange offers for privately placed debt and syndicated partnership offerings such as oil and gas partnerships.
Our services include drafting SEC registration statements, perfecting federal and blue sky law exemptions, drafting prospectuses, offering memoranda and other disclosure documents, negotiating underwriting agreements and placement agent agreements, and conducting due diligence investigations. We also represent public companies regarding secured and unsecured bank financing, project financing and more complex financing techniques.
Mergers and Acquisitions
Our corporate attorneys are experienced in developing and implementing creative strategies designed to maximize value and position our clients as advantageously as possible in mergers and acquisitions. Our M&A lawyers represent acquirers, sellers, targets and financial institutions in a variety of transactions.
We regularly guide both early-stage and mature companies through challenging periods, whether negotiated acquisition or divestiture, hostile acquisition or defense against a takeover attempt. Our counsel to public and private companies alike is aimed at structuring the negotiations and transactions within these events to best meet our clients' immediate needs and long-term business objectives.